**EXHIBIT3.1**

 

**ARTICLESOF INCORPORATION**

**OF**

**TOROTEL,INC.**

 

**ARTICLE ONE**

 

The name of the Corporationis TOROTEL, INC.

 

**ARTICLE TWO**

 

The address of itsregistered office in the State of Missouri is 1200 Main Street, Suite 3100,Kansas City, Missouri 64105 and the name of its registered agent at suchaddress is SHB Registered Agent, Inc.

 

**ARTICLE THREE**

 

The aggregate number ofshares which the Corporation shall have authority to issue shall be Six Million(6,000,000) shares of common stock of par value of One Cent ($.01) per share,and there shall be no preemptive rights for any shareholder arising therefromand no preferences or qualifications or limitations or restrictions or specialrights of any character whatsoever in respect to said shares.

 

The Board of Directors isauthorized in its discretion to determine, fix and approve the considerationother than money for shares which may be issued, and to determine the fairvalue to the Corporation of such consideration.

 

**ARTICLE FOUR**

 

The number of shares to beissued before the Corporation shall commence business is Fifty (50) shareshaving a total value of $5,000.00. Five Thousand and No/100 Dollars ($5,000.00)has been paid up in lawful money of the United States.

 

**ARTICLE FIVE**

 

Reserved.

 

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**ARTICLE SIX**

 

The board of directors ofthe Corporation shall consist of not less than three (3) nor more thanseven (7) directors, with the exact number of directors to be determinedby affirmative vote of a majority of the Corporation’s board of directors.

 

**ARTICLE SEVEN**

 

The duration of theCorporation is perpetual.

 

**ARTICLE EIGHT**

 

The Corporation is formedfor the following purposes:

 

A.            Tobuy, utilize, lease, rent, import, export, franchise, operate, manufacture,produce, design, prepare, assemble, fabricate, improve, develop, sell, lease,mortgage, pledge, hypothecate, distribute and otherwise deal in, at wholesale,retail or otherwise, and as principal, agent or otherwise, all commodities,goods, wares, merchandise, devices, apparatus, equipment and all other personalproperty, whether tangible or intangible, of every kind, without limitation asto description, location or amount, including specifically, but not limited to,electronic component parts and telecommunication component parts.

 

B.            Toapply for, obtain, purchase, lease, take licenses in respect of or otherwiseacquire, and to hold, own use, operate, enjoy, turn to account, grant franchiseor licenses in respect of, manufacture under, introduce, sell, assign,mortgage, pledge or otherwise dispose of:

 

(1)           Anyand all inventions,devices, method, processes and formulae and any improvements and modificationsthereof;

 

(2)           Anyand all letters patent of the United States or of any other country, state orlocality, and all rights connected therewith or appertaining thereto;

 

(3)           Anyand all copyrights, granted by the United States or any other country, state orlocality, and

 

(4)           Anyand all trademarks, trade names, trade symbols and other indications or originand ownership granted by or recognized under the laws of the United States orof any other country, state or locality; and to conduct and carry on itsbusiness in any or all of its various branches under any trade name or tradenames.

 

C.            Toengage in, carry on and conduct research, experiments, investigations, analyses,studies and laboratory work, for the purpose of discovering new products or toimprove products or services.

 

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D.            Tobuy, lease, rent or otherwise acquire, own, hold, use, divide, partition,develop, improve, operate and sell, lease, mortgage or  otherwise dispose of, deal in and turn toaccount, real estate, leaseholds and any and all interests or estatesappertaining thereto.

 

E.             Toenter into any lawful contract or contracts with persons, firms, corporations,other entities, governments or any agencies or subdivision thereof, includingguaranteeing the performance of any contract or any obligation of any person,firm, corporation or other entity.

 

F.             Topurchase and acquire, as a going concern or otherwise, and to carry on,maintain and operate all or any part of the property or business of anycorporation, firm, association, entity, syndicate or persons whatsoever, deemedto be of benefit to the Corporation, or of use in any manner in connection with any of its purposes; and todispose thereof upon such terms as may seem advisable to the Corporation.

 

G.            Toinvest, lend and deal with monies of the Corporation in any lawful manner, andto acquire by purchase, by the exchange of stock or other securities of theCorporation, by subscription or otherwise, and to invest in, to hold forinvestment or for any other purpose, and to use, sell, pledge or otherwisedispose of, and in general to deal in any interest concerning, or enter intoany transaction with respect to (including “long” and “short” sales of), anystocks, bonds, notes, debentures, certificates, receipts and other securitiesand obligations of any government, state, municipality, corporation,association or other entity, including individuals and partnership and, whileowner thereof, to exercise all of the rights, powers and privileges ofownership, including, among other things, the right to vote thereon for any andall purposes and to give consents with respect thereto.

 

H.            Toborrow or raise money for any purpose of the Corporation and to secure anyloan, indebtedness or obligation of the Corporation and  the interest accruing thereon, and for thator any other purpose, to mortgage, pledge, hypothecate or change all or anypart of the present or hereafter acquired property, rights and franchises ofthe Corporation, real, personal, mixed or of any character whatever, subjectonly to limitations specifically imposed by law.

 

I.              Todo any or all of the things herein above enumerated, alone for its own account,or for the account of others, or as the agent for others, or in associationwith others or by or through others, and to enter into all lawful contracts andundertakings in respect thereof.

 

J.             Tohave one or more offices, to conduct its business, carry on its operations andpromote its objects within and without the State of Missouri, in other states,the District of Columbia, the territories, colonies and dependencies of theUnited States, in foreign countries and anywhere in the world, withoutrestriction as to place, manner or amount, but subject to the laws applicablethereto; and to do any or all of the things herein set forth to the same extentas a natural person might or could do and in any part of the world, eitheralone or in company with others.

 

K.            Ingeneral to carry on any other business in connection with each and all of theforegoing or incidental thereto, and to carry on, transact and engage in anyand every lawful business or other lawful thing calculated to be of gain,profit or benefit to the 

 

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Corporation, as fully and freely as a natural personmight do, to the extent and in the manner, and anywhere within and without theState of Missouri, as it may from time to time determine; and to have andexercise each and all of the powers and privileges, either direct or incidental,which are given and provided by or are available under the laws of the State ofMissouri in respect of general business corporations organized for profitthereunder; provided, however, that the Corporation shall not engage in anyactivity for which a corporation may not be formed under the laws of the Stateof Missouri.

 

L.             Itis intended that each of the purposes and powers specified in each of theparagraphs of this ARTICLE EIGHT shall be in no way limited or restricted byreference to or inference from the term of any other paragraph, but that thepurposes and powers specified in each of the paragraphs of this ARTICLE EIGHTshall be regarded as independent purposes and powers. The enumeration ofspecific purposes and powers in this ARTICLE EIGHT shall not be construed torestrict in any manner the general purposes and powers of this Corporation, norshall the expression of one thing be deemed to exclude another, although it beof like nature. The enumeration of purposes and powers herein shall not bedeemed to exclude or in any way limit by inference any purposes or powers whichthis Corporation has power to exercise, whether expressly by the laws of theState of Missouri, now or hereafter in effect, or implied by any reasonableconstruction of such laws.

 

**ARTICLE NINE**

 

Both the Shareholders andthe Board of Directors shall have equal power to make, alter, amend, suspend orrepeal By-laws for the Corporation from time to time; provided, however, thatthe power of the Directors to alter, amend, suspend or repeal the By-laws orany portion thereof may be denied as to any By-laws or portion thereof enactedby the Shareholders if at the time of such enactment the share holders shall soexpressly provide.

 

**ARTICLE TEN**

 

These Articles ofIncorporation may be amended in any respect from time to time by theShareholders as provided by the laws of the State of Missouri.

 

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